Page 9 of 15 – SEC Filing Item 4. Purpose of Transaction
The Filers purchased shares of Stock for investment
purposes.
The Filers are engaged in the investment advisory
business. In pursuing this business, the Filers will routinely monitor the Issuer with regard to a wide variety of factors that
affect their investment considerations, including, without limitation, current and anticipated future trading prices for the Stock
and other securities, the Issuer’s operations, assets, prospects, financial position, and business development, Issuer’s
management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, as well
as other investment considerations.
Depending on their evaluation of various factors,
including those indicated above, the Filers may take such actions with respect to their holdings in the Issuer as they deem appropriate
in light of circumstances existing from time to time. Such actions may include the purchase of additional shares of Stock in the
open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market,
through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Stock now owned
or hereafter acquired by any of them. In addition, the Filers may from time to time enter into or unwind hedging or other derivative
transactions with respect to the Stock or otherwise pledge their interests in the Stock as a means of obtaining liquidity. The
Filers may from time to time cause any of Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. (the “Stadium
Capital Funds”) to distribute in kind to their respective investors shares Stock owned by such Stadium Capital Funds. In
addition, from time to time the Filers and their representatives and advisers may communicate with other stockholders, industry
participants and other interested parties concerning the Issuer. Further, the Filers reserve the right to act in concert with any
other stockholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses
of action to the Issuer’s management, the Issuer’s Board of Directors (the “Board”) and the stockholders
of the Issuer. Any of the foregoing actions could involve one or more of the events referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions
of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
As previously disclosed, in 2011 SCM began
discussions with the management of the Issuer regarding board composition, and specifically about having an SCM representative
join the Board. On October 25, 2011, the Board appointed the Filers’ designee, Dominic P. DeMarco, to the Board.
On December 18, 2014, SCM submitted a stockholder
proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to the Issuer for inclusion in the Issuer’s
proxy statement for its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). The text of the stockholder
proposal was attached as Exhibit B to the Filers’ prior Schedule 13D and incorporated therein by reference. The stockholder
proposal urges the Board to take all necessary steps to eliminate the classification of the Board and to require that all directors
be elected on an annual basis instead of once every three years.
On December 18, 2014, SCM also submitted a
letter to the Board outlining some of its concerns with the Issuer’s corporate governance practices. The letter notes that
Mr. DeMarco previously suggested that the Issuer (i) repeal the classification of the Board; (ii) adopt majority voting in director
elections; and (iii) eliminate the supermajority vote requirements in its charter and bylaws. The letter further states that SCM
(i) is submitting the stockholder proposal described above; and (ii) invites its fellow stockholders to submit their own Rule 14a-8
stockholder proposals to the Issuer prior to the deadline of January 1, 2015. A copy of the letter was attached as Exhibit C to
the Filers’ prior Schedule 13D and incorporated therein by reference.
On January 21, 2015, Mr. DeMarco submitted
a letter to the Chairman of the Board outlining his concerns with the Board’s decision on January 19, 2015, to (i) create
a special committee that has the full authority to take “all actions” and make all decisions that the “full Board
would be empowered to take or make”; and (ii) exclude Mr. DeMarco, and Mr. DeMarco alone, from this “Super Committee”.
The letter asserts that the formation of such a committee is premised upon an alleged conflict of interest between SCM and other
non-management stockholders that is non-existent. It further states that the Board ignored the potential conflicts of other directors,
and deliberately crafted the committee in an overly broad manner to effectively exclude Mr. DeMarco from all Board business. The
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Item 4. Purpose of Transaction
The Filers purchased shares of Stock for investment
purposes.
The Filers are engaged in the investment advisory
business. In pursuing this business, the Filers will routinely monitor the Issuer with regard to a wide variety of factors that
affect their investment considerations, including, without limitation, current and anticipated future trading prices for the Stock
and other securities, the Issuer’s operations, assets, prospects, financial position, and business development, Issuer’s
management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, as well
as other investment considerations.
Depending on their evaluation of various factors,
including those indicated above, the Filers may take such actions with respect to their holdings in the Issuer as they deem appropriate
in light of circumstances existing from time to time. Such actions may include the purchase of additional shares of Stock in the
open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market,
through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Stock now owned
or hereafter acquired by any of them. In addition, the Filers may from time to time enter into or unwind hedging or other derivative
transactions with respect to the Stock or otherwise pledge their interests in the Stock as a means of obtaining liquidity. The
Filers may from time to time cause any of Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. (the “Stadium
Capital Funds”) to distribute in kind to their respective investors shares Stock owned by such Stadium Capital Funds. In
addition, from time to time the Filers and their representatives and advisers may communicate with other stockholders, industry
participants and other interested parties concerning the Issuer. Further, the Filers reserve the right to act in concert with any
other stockholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses
of action to the Issuer’s management, the Issuer’s Board of Directors (the “Board”) and the stockholders
of the Issuer. Any of the foregoing actions could involve one or more of the events referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions
of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
As previously disclosed, in 2011 SCM began
discussions with the management of the Issuer regarding board composition, and specifically about having an SCM representative
join the Board. On October 25, 2011, the Board appointed the Filers’ designee, Dominic P. DeMarco, to the Board.
On December 18, 2014, SCM submitted a stockholder
proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to the Issuer for inclusion in the Issuer’s
proxy statement for its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). The text of the stockholder
proposal was attached as Exhibit B to the Filers’ prior Schedule 13D and incorporated therein by reference. The stockholder
proposal urges the Board to take all necessary steps to eliminate the classification of the Board and to require that all directors
be elected on an annual basis instead of once every three years.
On December 18, 2014, SCM also submitted a
letter to the Board outlining some of its concerns with the Issuer’s corporate governance practices. The letter notes that
Mr. DeMarco previously suggested that the Issuer (i) repeal the classification of the Board; (ii) adopt majority voting in director
elections; and (iii) eliminate the supermajority vote requirements in its charter and bylaws. The letter further states that SCM
(i) is submitting the stockholder proposal described above; and (ii) invites its fellow stockholders to submit their own Rule 14a-8
stockholder proposals to the Issuer prior to the deadline of January 1, 2015. A copy of the letter was attached as Exhibit C to
the Filers’ prior Schedule 13D and incorporated therein by reference.
On January 21, 2015, Mr. DeMarco submitted
a letter to the Chairman of the Board outlining his concerns with the Board’s decision on January 19, 2015, to (i) create
a special committee that has the full authority to take “all actions” and make all decisions that the “full Board
would be empowered to take or make”; and (ii) exclude Mr. DeMarco, and Mr. DeMarco alone, from this “Super Committee”.
The letter asserts that the formation of such a committee is premised upon an alleged conflict of interest between SCM and other
non-management stockholders that is non-existent. It further states that the Board ignored the potential conflicts of other directors,
and deliberately crafted the committee in an overly broad manner to effectively exclude Mr. DeMarco from all Board business. The
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